Saks Fifth Avenue 2008 Annual Report Download - page 255

to the Executive, and in the case of termination for Good Reason, upon 30 days prior written notice given by the Executive to the
Company within 90 days following the first day on which the Executive is aware of the action giving rise to Good Reason, subject to
the Company’s right to remedy the action giving rise to Good Reason during such 30-day period. The notice given by the Executive
shall specify in detail the reasons for the termination of employment. Upon termination of the Executive’s employment in accordance
with this Section 4, this Agreement shall terminate, except for the obligations of the Company in this Section 4 and in Sections 10, 11,
13(f) and 13(h) hereof, and except for the obligations of the Executive in Sections 11, 12 and 13(h) hereof, each of which will
continue in effect in accordance with its terms.
(a) Prior to a Change in Control. If the Executive’s employment is terminated prior to a “Change in Control” (as such term
is defined in Section 4(c) hereof), either by the Company without Cause or by the Executive for Good Reason, the Company
shall make the payments and provide the benefits to the Executive as follows:
(i) The Company shall pay to the Executive within 10 days following the Employment Termination Date:
(A) the Executive’s current base salary through the Employment Termination Date to the extent not theretofore
paid;
(B) any accrued vacation pay due the Executive as of the Employment Termination Date to the extent not
theretofore paid; and
(C) any expense reimbursement due the Executive as of the Employment Termination Date to the extent not
theretofore paid.
(ii) Provided that the Executive has executed and delivered to the Company, and has not revoked, the general release
in substantially the form attached hereto as Attachment A (the “Release”), the Company shall make the following
payments and shall provide the following benefits, provided that if the Executive directly or indirectly engages in conduct
that constitutes an Association (as defined in Section 12(b)(iv)(D) hereof), the Company’s obligation to make the following
payments and to provide the following benefits shall immediately terminate:
(A) an amount equal to the sum of two times the Executive’s Base Salary and one times the Executive’s target
bonus potential amount of 50% of Base Salary for the fiscal year during which the termination of employment
occurs, which amount shall, except as otherwise provided in Section 10 hereof, be paid to the Executive by the
Company in 24 equal monthly installments commencing with the month following the month in which the
Employment Termination Date occurs;
(B) the amount of any annual cash bonus earned by the Executive and payable, but not yet paid, for the fiscal
year prior to the fiscal year in which the Employment Termination Date occurs, with the entire amount of such
bonus being determined in accordance with the applicable formula or the achievement of the corporate objectives
applicable to the Executive and his direct reports, which bonus shall be paid to the Executive by the Company at the
time that bonuses for such fiscal year are paid to the other senior executives of the Company;
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